9. INDEMNIFICATION

  1. CLAIMS We shall: (i) defend and indemnify You, Your officers, directors, authorized users, customers and employees against any third party suit, claim, action or demand (“Claim”) alleging that the Service as used in accordance with this Agreement infringes any law, patent, copyright, or trademark or other intellectual property of a third party; and (ii) pay any court-ordered award of damages or settlement amount, and reasonable attorney fees, arising from such Claim. If any portion of the Service becomes the subject of an infringement Claim, We may: (a) obtain permission for Your continued use of the Service; (b) replace or modify the Service to avoid infringement, such update or replacement having substantially similar capabilities; or, if the foregoing (a) and (b) are not available on commercially reasonable terms, (c) terminate Your use of the Service, or the affected part thereof upon 30- days’ written notice, and refund the pro rata portion of prepaid Fees covering the remainder of the Subscription Term after the date of termination.

    Notwithstanding the above, We shall have no liability for any Claim to the extent it is arising from: (i) any use of the Service which exceeds the scope of the Service granted to You, or due to the content of Customer Data; (ii) the use of the Service by You which is not in compliance with applicable laws; (iii) use of the Service after We notify You in writing to discontinue use; or (iv) modifications to Service made or provided other than by Us; or (v) use of the Service in combination with any software, application or service made or provided other than by Us.

  2. YOUR OBLIGATION You shall: (i) defend Us, Our officers, directors and employees against any third party Claim alleging that the Customer Data infringes any law, patent, copyright, or trademark of a third party; and (ii) pay any and all damages and expenses associated with any such claim, including without limitation court-ordered award of damages or settlement amount, and reasonable attorney fees, arising from such Claim.
  3. PROCESS The foregoing indemnity obligations are subject to the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense. 
  4. THIS SECTION 9 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR THIRD PARTY INFRINGEMENT, CLAIMS AND ACTIONS.
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